Licence Agreement

1.1 For the purpose of reading and construing these Conditions, with an Order Form (as defined below), the following terms shall have the following meanings:

“Acceptance” the Subscriber’s acceptance of these Conditions by ticking the appropriate box on the Order Form;

“Acknowledgement” means the acknowledgement issued by AWP in respect of the Relevant Order pursuant to condition 2.2 below;

“AWP” The At Work Partnership Limited (company number. 4669253)

“Commercial Use” means use for the purpose of monetary reward (whether by or for the Subscriber or a third party) by means of copying, sale, resale, loan, transfer, hire, or other form of exploitation of the Licensed Work;

“OH Law Online” means AWP’s website (or the section of AWP’s website) known as “OH Law Online”;

“Licence” means the licence granted under condition 3.1 below by AWP to the Subscriber for the User(s) to access the Licensed Work, the terms of which shall comprise the Acknowledgement, the Acceptance and these Conditions and which shall take the form of one of the types of licence described in Condition 2.1 below;

“Licensed Work” means OH Law Online, including all materials on it and the email newsletter. It includes without limitation everything within ‘Legal topics’, all blogs and news, comments posted, and any downloads;

“Licensor” is The At Work Partnership Limited

“Order” means an order for a subscription to OH Law Online, either in the form of a duly completed on-line order form or in any other form acceptable to AWP;

“Order Form” means an online order or hard copy order form (which is then posted or emailed to AWP) for a subscription to OH Law Online;

“Password” means any password given from time to time to the Subscriber by AWP to enable a User to access the Licensed Work;

“Relevant Order” means the Order in relation to which these Conditions are being read and construed;

“Start Date” means the date specified as such in the Acknowledgement (or, if no such date is specified, the date of the Acknowledgement) or, if later the date of the Acceptance;

“Subscriber” means the individual(s), company or other entity named as the Subscriber in the Acknowledgement;

“Subscription Fee” means the applicable fee for subscription to OH Law Online under the type of Licence being granted;

“Subscription Period” means a period commencing on the Start Date and ending at 00:01 on the first anniversary of the Start Date (or such earlier date as may be agreed with the Subscriber);

“User” means an individual who is named as a user in the Acknowledgement for whom AWP has issued a Password or any individual whom AWP from time to time agrees may have access to and use the Licensed Work under the terms of the Licence in place of an existing User;

“User Name” means any user identification name or number given from time to time to the Subscriber by AWP to enable a User to access the Licensed Work.

Types of Licence & Ordering Process

2.1 The following types of licence to access the Licensed Work are available: a Single User Licence or a Multi-User Licence.

2.2 If AWP accepts an order (whether placed on-line or by any other means), AWP will issue an acknowledgement by email which will specify:

the Subscriber’s name and its address and contact for the purposes of the Licence;

the type of Licence being provided;

the date on which the Licence is to commence;

the number of Users and their names.

2.3 Where the Subscription Fee is paid on-line at the same time an order is placed on-line, AWP will issue a receipted invoice for the Subscription Fee.

2.4 Where the Subscriber places an order on-line but requests to pay the Subscription Fee against an invoice or where an order is placed by other means and accepted by AWP, AWP will issue an invoice for the Subscription Fee.

2.5 If AWP grants a free trial of OH Law Online, these Conditions shall apply, with the company or individual to which the trial is given being the ‘Subscriber’, the ‘User(s)’ being the person designated as such by AWP, and the Subscription Period being the period of the trial. Clause 5.2 shall not apply.

Grant of Licence

3.1 In consideration of the Subscriber’s accepting these Conditions and paying the Subscription Fee, AWP, by issuing the Acknowledgement, grants to the Subscriber a non-exclusive and non-transferable licence for each User to access with a Password the Licensed Work in the manner described in condition 3.2 below throughout the Subscription Period.

3.2 Throughout the Subscription Period, each User may:

access, view and search the Licensed Work;

electronically save small parts of the Licensed Work (provided that each copy acknowledges the Licensed Work as its source);

print single copies of small parts of the Licensed Work.

3.3 Except as set out in condition 3.2 above, the Licensed Work may be used only with AWP’s prior written consent.

3.4 The Licence is personal to the Subscriber and neither the Licence nor any of the rights under it may be assigned or sub-licensed.

3.5 In relation to each User, the Licence:

shall not take effect unless that User is employed or engaged by, or a partner in, the Subscriber; and

shall terminate upon that User ceasing to be employed or engaged by, or a partner in, the Subscriber.

3.6 For the avoidance of doubt, after the last day of the Subscription Period, there is no further right to access or use the Licensed Work unless a new licence is granted.

3.7 AWP may monitor access to, and use of, the Licensed Work for business purposes and to detect access to the Licensed Work by persons who are not Users. The Subscriber and Users consent to the use of cookies or any similar technologies as described from time to time on OH Law Online, including without limitation to remember login details, monitor logins, and track usage of the website, which may include tracking usage by individual Subscribers and Users.

3.8 Those accessing the Licensed Work on a trial basis may be subject to additional restrictions, for example in the number of pages that can be accessed.

Subscriber’s Obligations

4.1 The Subscriber shall not (and shall ensure that the User(s) and the Subscriber’s employees and contractors shall not):

remove or alter Licensor’s watermarks on PDFs, copyright notices or other means of identification or disclaimers as they appear in the Licensed Work;

systematically make printed or electronic copies of multiple portions of the Licensed Work for any purpose;

display or distribute by any means any part of the Licensed Work on any electronic network, including without limitation the internet and the world wide web except with AWP’s prior written consent;

create any derivative work from the Licensed Work;

permit anyone other than a User to access or use the Licensed Work;

use or deal with the Licensed Work in any way as would breach any person’s copyright in the Licensed Work or any part of it or laws relating to copyright;

assign or sub-license, or purport to assign or sub-license, the Licence or any of the rights granted by it;

use all or any part of the Licensed Work for any Commercial Use;

make multiple copies of, or distribute, any material in the Licensed Work without the express prior written agreement of AWP. (AWP may grant rights to reproduce material in specific and agreed circumstances, which may include payment of a fee. The Subscriber should contact AWP for further information.)

4.2 If the subscriber has chosen to pay the Subscription Fee against an invoice, the Subscriber shall pay the Subscription fee within 30 days of receipt of that invoice.

4.3 The Subscriber shall, and ensure that each User shall, hold each Password in confidence and not disclose it to any person who is not a User.

any unauthorised possession or use of the Licensed Work or any portion thereof;

any infringement of an intellectual property or proprietary right (including without limitation copyright) of Licensor in relation to the Licensed Work or any portion thereof; or

any claim by any third party that the Licensed Work infringes an intellectual property or proprietary right of any third party.

Licensor’s Warranty and Obligations

5.1 AWP warrants that it has the power to grant the Licence to the Subscriber.

5.2 Licensor shall endeavour, as far as is reasonable:

to make the Licensed Work available at all times via the internet throughout the Subscription Period;

to host the Licensed Work on a server with an appropriate level of service

to restore access to the Licensed Work as soon as possible if access is interrupted or suspended.

5.3 If access to the Licensed Work becomes unavailable due to technical problems, or for website maintenance (including upgrades), AWP shall not be liable for any damages suffered by the Subscriber or any other person or to make any refunds to the Subscriber.

Limitation of Liability

6.1 AWP does not represent or warrant that:

the Licensed Work will be suitable for any particular purpose or use;

the Licensed Work will be complete, accurate, error free or up-to-date;

any mistakes in the Licensed Work will be corrected;

the Licensed Work will always be accessible; or

access to the Licensed Work will be uninterrupted.

6.2 The Licensed Work is provided for reference purposes only and is not intended to be used as a substitute for professional advice or judgement or to provide legal advice with respect to particular circumstances.

6.3 The Subscriber and any other person using the Licensed Work should obtain independent verification or advice before relying upon anything in the Licensed Work for any purpose.

6.4 So far as permitted by law, AWP (and its employees, and others contributing to the Licensed Work) shall not be liable to the Subscriber or any other person for:

any loss or damage which the Subscriber or that person may incur as a result of relying on, or using, or acting, or failing to act, on the basis of anything from time to time contained in the Licensed Work; or

for any loss resulting from a cause over which AWP does not have direct control such as failure of communication lines, unauthorised access, theft, or operator error, in any circumstances; or

any consequential, incidental, special or indirect damages or loss of profits including, without limitation, damages for loss of data or corruption of data, loss of programs, loss of business or goodwill, or other damages or losses of any nature arising out of the use of, or inability to use the Licensed Work, in any circumstances.

“Others contributing to the Licensed Work” includes without limitation any person contributing to it (whether in writing, video or audio), including anyone posting comments on OH Law Online; and any person editing or checking the Licensed Work, or whose material has been used in producing it.

6.5 So far as permitted by law, the entire liability of Licensor to the Subscriber arising out of any kind of legal claim (whether in contract, tort, by statute or otherwise) in any way connected with the use or inability to use the Licensed Work is the refund of the Subscription Fee for the maximum period of the previous 12 months preceding any claim.

6.6 AWP takes no responsibility for the contents of linked websites, and has no control over the availability of linked websites.

Indemnification

7.1 Subject to condition 6, Licensor shall defend, indemnify, and hold the Subscriber harmless against all claims, proceedings, losses, liabilities, and damages asserted by third parties against the Subscriber which arise out of any act or omission by Licensor that constitutes a breach of Licensor’s warranties (each a “Relevant Matter”)

7.2 The indemnity in condition 7.1 is conditional on the Subscriber:

notifying AWP of:

each Relevant Matter as soon as practicable after its occurrence; and

each development in, or relevant to, that Relevant Matter as soon as practicable after becoming aware of it;

following such notification, promptly providing to AWP all documents and information relating or relevant to that Relevant Matter which are in the possession of, or from time to time received by, the Subscriber;

giving AWP (at AWP’s expense) full conduct and control of the defence and settlement of each Relevant Matter and, for such purpose:

co-operating to the fullest extent with AWP and its lawyers;

promptly acting in accordance with the directions of AWP or its lawyers;

promptly executing, providing or (where the Subscriber can reasonably do so) obtaining such documents as AWP or its lawyers may from time to time require; and

on request, assigning to AWP such counter-claims or other rights of action relating the Relevant Matter as AWP may require.

any unauthorised use or dissemination of the Licensed Work by the Subscriber, any User or any person employed or engaged by the Subscriber; or

any violation of the terms of the Licence (including these Conditions) or of any third-party’s rights by the Subscriber, any User or any person employed or engaged by the Subscriber, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.

7.4 The obligations in conditions 7.1, 7.2 and 7.3 will survive the termination of these Conditions.

Force Majeure

Neither party shall be in breach of these Conditions, nor liable for the delay in performing, or failure to perform any of its obligations under this Licence, if such delay is caused by events, circumstances or causes beyond its reasonable control including, but not limited to, any act of God, actual or threatened war or act of terrorism, riot, strike, lockout, individual action, fire, flood, drought, tempest.

Termination

9.1 Either party may terminate the Licence where the other party commits a material breach of these Conditions and fails to remedy that breach (if capable of remedy) within 30 days of being requested so to do. (A “material breach” includes, but is not limited to, a breach by the Subscriber of the provisions of condition 4.2 above, non-payment of the Subscription Fee.)

9.2 The Licence shall terminate automatically on termination, cancellation or expiry of the Subscriber’s subscription to OH Law Online.

9.3 AWP may at any time, on 30 days notice to the Subscriber, terminate the Licence if the Licensed Work ceases to be published on-line. AWP shall in that event refund a proportionate part of the Subscription Fee, corresponding to the proportion of the Subscription Period for which the Licence will not run.

Notices

10.1 All notices contemplated by these Conditions shall be given in writing and in English and shall be sent by first class “Signed For” post (and notices so sent shall be deemed to be delivered 2 working days after posting).

10.2 All notices to AWP shall be sent to The At Work Partnership as per the postal address on our website and marked for the attention of the Company Secretary.

10.3 All notices to the Subscriber shall be sent to the Subscriber’s address as given in the Acknowledgement (or to such other address as the Subscriber from time to time notifies to AWP in writing) and marked for the attention of the person whose contact details are given in the Acknowledgement.

General

11.1 These Conditions, when read and construed with the Acceptance and the Acknowledgement:

constitute the entire agreement between AWP and the Subscriber regarding access to, and use of OH Law Online;

supersede all prior communications, understandings and agreements (whether written or oral) on that subject; and

may not be amended or modified except by agreement in writing signed by AWP and the Subscriber.

11.2 The rights of the parties arising under the Licence shall not be waived except in writing. Any waiver of any of a party’s rights under the Licence or of any breach of the Licence by the other party shall not be construed as a waiver of any other rights or of any other further breach.

11.3 The provisions of these Conditions may be changed by Licensor immediately on notice to the Subscriber, but any change shall only apply prospectively. The Subscriber may terminate the Licence within 30 days of the notice if it considers a change unacceptable, in which case its sole remedy shall be refund of a proportionate part of the Subscription Fee, corresponding to the proportion of the Subscription Period for which the Licence will not run.

Governing Law, Jurisdiction and Third Party Rights

12.1 The Licence and any non-contractual liability arising out of or in connection with it, or its performance or the services provided under it shall be governed by, and construed in accordance with, the laws of England and Wales.

12.2 The English courts shall have exclusive jurisdiction to hear, settle and determine any disputes, claims, actions and proceeding arising in connection with the Licence or these Conditions and, for such purposes, AWP and the Subscriber irrevocably submit to the jurisdiction of those courts.

12.3 No provision of the Licence is intended to be enforceable by a person who is not a party to the Licence.